Terms and Conditions

These Terms and Conditions apply to the Sponsorship Agreement between GLOBAL IMPACT INVESTING NETWORK, INC., a non-profit, non-stock corporation organized and existing under the laws of the State of Delaware with its principle place of business at One Battery Park Plaza, Suite 202, New York, NY 10004 (the “Host” or “GIIN”) and the Sponsor (“Sponsor”) of any GIIN event (individually a “Party” and, collectively, the “Parties”).

The Host is the organizer and producer of impact investing events around the world. Information on the dates and locations of the event Sponsor is sponsoring is included in the Sponsorship Agreement between the Parties (the “Event”).

The following Terms and Conditions apply to and form an integral part of the Sponsorship Agreement between the Parties (“Sponsorship Agreement”):

1. GRANT OF RIGHTS.

In exchange for the Sponsorship Fee (as described in Section 2 below), the Sponsor will receive the rights listed in the Sponsorship Benefits section of the Sponsorship Agreement in connection with the Event (collectively, the "Sponsorship Rights"):

2. SPONSORSHIP FEE.

  1. In exchange for the Sponsorship Rights, the Sponsor shall pay the Host the nonrefundable amount listed as the Sponsorship Fee defined in the Sponsorship Agreement (the "Sponsorship Fee")
  2. Sponsor agrees that Sponsorship Rights are expressly conditioned on GIIN’s receipt of the Sponsorship Fee and acknowledges and agrees that no Sponsorship Rights accrue or vest until GIIN has received the Sponsorship Fee.
  3. Sponsor agrees that the Sponsorship Fee is due within 30 days of the execution of the Sponsorship Agreement or 21 days before the Event, whichever is earlier.
  4. Instructions for payment will be indicated on the invoice, which will be issued to the Sponsor by the Host.

3. TERM; TERMINATION.

  1. Term. The Host may at its absolute discretion accept or refuse a Sponsor’s offer to sponsor made by submission of a signed Sponsorship Agreement. The Sponsorship Agreement is effective as of the date of execution by both the Host and Sponsor (the “Effective Date”) unless otherwise terminated in accordance with Section 3 and continues through 30 days after the conclusion of the Event (the "Term").
  2. Termination. The Sponsorship Agreement may be terminated:
    1. by either Party for a material breach of any provision of the Sponsorship Agreement by the other party, if the other party's material breach is not cured, where cure is possible, within 15 days of receipt of written notice of the breach;
    2. by either Party at any time and on provision of written notice, if any of the other Party's representations in the Sponsorship Agreement prove to be inaccurate in any material respect;
    3. by either Party at any time and without prior notice, if the other Party is convicted of any crime or offense during the Term, or is guilty of serious misconduct in connection with performance under the Sponsorship Agreement;
    4. by the Host, if the Sponsor fails or refuses to comply with supplementary regulations or reasonable directives of the Host or Venue, where such regulations or directives are necessary to preserve the health or safety of Event participants or to benefit or safeguard the value of the Event as a whole, provided the Sponsor is given written notice of the failure to comply and an opportunity to cure such failure, where cure is possible;
    5. by the Sponsor, with or without cause, on written notice to the Host.
      1. Upon receipt of a request to terminate Sponsorship, the Host shall have the absolute discretion to resell the sponsorship item(s) forfeited.
      2. In the event of cancellation by the Sponsor, Sponsor shall forfeit any payment of the nonrefundable Sponsorship Fee already made to the Host and shall pay any remaining balance of the Sponsorship Fee within 10 days of such notice (the "Termination Fee"). After payment of the Termination Fee, the Sponsor shall be released and discharged from any obligations under the Sponsorship Agreement. If the Host pursues legal remedies to collect the Termination Fee, Sponsor shall reimburse the Host for any expenses related to those remedies.
      3. The Sponsor hereby acknowledges that the Termination Fee is not a penalty, but rather represents a reasonable estimate of the likely losses and costs that would be incurred by the Host as a result of Sponsor’s cancellation. The Host is not required to mitigate its losses and/or costs in such circumstances, and the Termination Fee shall remain payable even where the Host is able to resell the sponsorship item(s).

4. SPONSOR RESPONSIBILITIES.

The Sponsor shall:

  1. comply with all supplementary regulations or reasonable directives of the Host or Venue, where such regulations or directives are necessary to preserve the health or safety of Event participants or to benefit or safeguard the value of the Event as a whole;
  2. comply with all reasonable regulations and directives of the Venue;
  3. comply with the Compliance Obligations linked here;
  4. remit payment of the Sponsorship Fee promptly, and in no event later than the date set forth in Section 2;
  5. submit Sponsor logo, profile information, and web link promptly, and in no event later than the date set forth in Section 2 and expressly acknowledges and agrees that failure to submit the logo, profile information and web link on or before the deadline may result in exclusion from promotional materials, digital marketing materials, and the Event website;
  6. edit or otherwise adapt Sponsor profile information when requested by the GIIN in order to safeguard the value of the Event as a whole.
  7. Sponsor agrees not to share the attendee information outside of the Sponsor organization.

5. HOST RESPONSIBILITIES.

The Host shall:

  1. organize, produce, and supervise the Event in a workmanlike manner, in accordance with applicable laws, and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel;
  2. make all arrangements for the use of the venue, including securing any necessary permits;
  3. provide adequate professional security for the Event and take reasonable steps to ensure the safety of all workers, volunteers, and persons attending the Event;
  4. use best efforts to obtain appropriate media coverage of the Event;
  5. use best efforts to promote the Event and maximize attendance;
  6. use best efforts to secure adequate insurance to the extent necessary to meet its obligations under the Sponsorship Agreement and those created by applicable law.

6. TRADEMARKS.

  1. License. Each Party hereby grants to the other Party a nonexclusive, revocable, limited license to use, display, and reproduce its logos, trademarks, service marks, and trade names as provided by it (each, a "Trademark" or, collectively, “Trademarks”) only in connection with the promotion and advertisement of the Event (including on-site advertisement) and any listing of the sponsors of the Event during the Term.
  2. Ownership. Each Party acknowledges the validity of and shall never challenge the other Party’s exclusive right, title and interest in and to that Party’s Trademarks. Each Party further acknowledges and agrees that use of the other Party’s Trademarks does not create any ownership, license or other right or interest in or to the other Party’s Trademarks or other intellectual property except as specifically set forth in the Sponsorship Agreement.
  3. No Infringement. Each Party hereby certifies that all of that Party’s Trademarks are owned by it or used with permission from the rightful owner.
  4. Delivery. The Sponsor shall deliver the Sponsor Trademarks to the Host on or before the dates listed in Section 2.

7. LIABILTY

8. PRIVACY POLICY

Information supplied to the Host by the Sponsor may be used for:

  1. publication by the Host in connection with the Event;
  2. to provide the Sponsor with services;
  3. to provide the Sponsor with information about the Host’s products or services.

The provisions of this Section 8 shall continue in force notwithstanding termination or expiry of the Sponsorship Agreement.

9. CONFIDENTIALITY

Neither Party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other Party which is disclosed or otherwise comes into its possession directly or indirectly as a result of th Sponsorship Agreement and which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under the Sponsorship Agreement PROVIDED THAT this provision shall not apply to Confidential Information:

  1. which the receiving party is able to prove was already in its possession at the date it was received or obtained or which the receiving party obtains from some other person with good legal title to the same or which is independently developed by or for the receiving party; or
  2. which comes into the public domain otherwise than through the default or negligence of the receiving party; or
  3. which the receiving party is required to disclose by law or applicable regulatory authority.

In all cases each Party shall inform the other Party immediately upon becoming aware or suspecting that an unauthorized person has obtained Confidential Information, or that an unauthorized disclosure of Confidential Information has been made.

The provisions of this Section 9 shall continue in force notwithstanding termination or expiry of the Sponsorship Agreement.

10. MODIFICATIONS.

  1. The Host reserves all rights to determine, and if it deems necessary, alter, at its sole discretion and without liability:
    1. the Date of the Event,
    2. the layout of the Event,
    3. the content of the Event,
    4. any and all other technical or administrative details of, or referring or relating to, the Event.

The Host will use reasonable efforts to notify the Sponsor as soon as practicable of any changes or alterations to the Event as a whole which materially impact the Sponsor’s rights under the Sponsorship Agreement.

11. GOVERNING LAW.

  1. Choice of Law. The Sponsorship Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to choice of law principles.
  2. Choice of Forum. The Parties consent to venue in the United States of America, New York, New York City, New York County, Borough of Manhattan (and hereby waive any and all claims of forum non conveniens with respect to such venue) and to the exclusive jurisdiction of competent New York state courts in New York County or federal courts in the Southern District of New York for any and all claims, whether at law or in equity, that may be brought with respect to the terms of, and the relationships contemplated by, the Sponsorship Agreement.

12. AMENDMENTS.

The Sponsorship Agreement may be modified only in a writing signed by both Parties and specifically denominated as a modification hereto.

13. ASSIGNMENT AND DELEGATION.

Neither Party may assign any of its rights under the Sponsorship Agreement, except with the prior written consent of the other Party. All voluntary assignments of rights are limited by this subsection.

14. COUNTERPARTS; ELECTRONIC SIGNATURES.

  1. Counterparts. The Parties may execute the Sponsorship Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  2. Electronic Signatures. The Sponsorship Agreement, agreements ancillary to the Sponsorship Agreement, and related documents entered into in connection with the Sponsorship Agreement are signed when a Party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

15. SEVERABILITY.

If any one or more of the provisions contained in the Sponsorship Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of the Sponsorship Agreement, but the

Sponsorship Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by the Sponsorship Agreement to be unreasonable.

16. NOTICES.

  1. Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by the Sponsorship Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of the Sponsorship Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  2. Addresses. A Party shall address notices under this section to the other Party to the address and contact person set forth on page 1 of the Sponsorship Agreement.
  3. Effectiveness. A notice is effective only if the Party giving notice complies with subsections (a) and (b) and if delivery is confirmed by the carrier, or the recipient receives the notice.

17. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Sponsorship Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

18. ENTIRE AGREEMENT.

  1. The Sponsorship Agreement constitutes the entire agreement of the Parties hereto and supersedes all prior representations, understandings, undertakings, or agreements (whether oral or written and whether express or implied) of the Parties with respect to the subject matter hereof. The Parties acknowledge and represent, by their signatures to the Sponsorship Agreement, that they have not relied on any representation, understanding, information, discussions, assertion, guarantee, warranty, marketing materials, or other assurances made by or on behalf of any other Party. The Parties waive all rights and remedies, at law or in equity, arising or which may arise as the result of a Party’s reliance on such representation, understanding, information, discussions, assertion, guarantee, warranty, marketing materials, or other assurances.
  2. Nothing in the Sponsorship Agreement shall create a relationship of landlord and tenant between the Host and the Sponsor or give the Sponsor any estate or interest at the Event. Each Party hereto is entering into the Sponsorship Agreement as an independent contractor. Nothing in the Sponsorship Agreement or otherwise shall create an association, joint venture, partnership, or agency relationship of any kind between the Host and Sponsor, and neither may bind or encumber the other.

19. HEADINGS.

The descriptive headings of the sections and subsections of the Sponsorship Agreement are for convenience only, and do not affect the Sponsorship Agreement's construction or interpretation.

Compliance Obligations

  1. You will not make or cause to be made, or receive or seek to receive, any offer, gift or payment, consideration or benefit of any kind or value, which would or could be construed as an illegal or corrupt practice, either directly or indirectly to:

    1. Any person or firm employed by, or acting for or on behalf of, any customer or potential customer, whether private or governmental, for the purposes of inducing or rewarding favorable action by the customer or potential customer in any commercial transaction or any arrangement or provision of funds in relation to this Agreement;
    2. Any person or firm employed by, or acting for or on behalf of, any governmental entity (including state-owned or controlled entities or public international organizations) for the purposes of inducing or rewarding any action, or the withholding of any action, by such entity in any governmental matter; and
    3. Any governmental official or employee (including employees of state-owned or controlled entities or public international organizations), political party or official of such party, or any candidate for political office, for the purposes of inducing or rewarding favorable action (or the withholding of action) or the exercise of influence by such official, party, or candidate in any commercial transaction or in any governmental matter.

  2. You must not engage in any fraudulent activity, which means dishonestly obtaining a benefit, or causing a loss, by deception or other means, and includes incidents of attempted, alleged, suspected, or detected fraud.

  3. Neither you, nor any of your Personnel, are engaged either directly or indirectly in terrorism, or in the finance or support to terrorists.

  4. You will undertake your best effort to ensure that payments under this Agreement do not provide direct or indirect support or resources to entities and individuals as may be proscribed under the relevant international and national counter-terrorism legislation and regulations and are not diverted to support drug trafficking.

  5. You shall maintain commercially reasonable Know Your Customer Procedures and shall not knowingly transact with persons or entities on applicable sanctions lists, including SDN, US, UK, or UN sanctions lists.

  6. You and your Personnel will not engage in or support trafficking activities, procuring of commercial sex acts, or using forced labor; are aware of regulatory prohibitions in the jurisdictions they are engaged; and agree to develop project specific Trafficking in Persons (TIP) Compliance Plans where government regulations mandate.

  7. You explicitly acknowledge and agree that the GIIN may use any and all information provided to conduct screening, including screening undertaken, prepared, or produced by a third party, to ensure legal and regulatory compliance, including screening relating to regulations promulgated by any local, state, or federal governmental, quasi-governmental or regulatory authority.

  8. You are aware that the GIIN is committed to upholding the values and purpose of the UN Convention on the Rights of the Child, which requires that Children will be protected from performing any work that is likely to be hazardous, interfere with a Child’s education, or are harmful to a Child’s physical, mental, spiritual, moral or social health.

  9. You are aware of the GIIN’s zero tolerance of modern slavery and its commitment to the principle that modern slavery is a crime and a violation of fundamental human rights, and that all humans have the right to be free from violence, abuse, and exploitation of any kind. You will not engage in modern slavery and will undertake your best effort to ensure that modern slavery is not taking place within the businesses of your suppliers, vendors, or partners.

  10. You are committed to maintaining a work environment in which all employees are treated with respect and dignity and are free from all forms of harassment and discrimination. Any form of attempted or threatened exploitation, abuse, and harassment (including sexual abuse, sexual exploitation, and sexual harassment) are prohibited and will not be tolerated.

  11. Unless otherwise disclosed in writing to the GIIN, neither you, nor individuals employed by you, nor your immediate family members, are Public Officials. Public Official shall mean any elected or appointed officer, employee, or agent of a government or any political or regulatory subdivision including a public employee of any regulatory agency. You shall immediately notify the GIIN in advance if any of the above becomes a Public Official.

  12. To the extent applicable, you shall comply with the United States Department of Justice’s Final Rule Prohibiting and Restricting Access to Bulk U.S. Sensitive Personal Data (effective January 8, 2025) and all related guidance.

  13. You shall implement data protection measures by meeting or exceeding all applicable laws, rules, and regulations, including appropriate security measures, necessary opt-out information, breach notification procedures, and privacy compliance.

  14. The GIIN shall immediately be informed if you become aware of any information indicating that any action in breach of stated compliance obligations has been committed or has been requested or otherwise suggested by any person, including a Public Official or private individual.

  15. You shall conduct all activities related to the GIIN in a fair, honest, and transparent manner.

  16. You shall include these, or substantially similar, provisions in all subcontracts or other agreements made in connection with the GIIN.

  17. The GIIN is committed to adhering strictly to the letter and spirit of the antitrust laws and requires all members and all engaged or participating parties to comply with applicable antitrust laws. You shall not use any GIIN information, nor any information you access through GIIN (collectively, "GIIN Information"), nor anything in or at GIIN programs or events (collectively, "GIIN Events") to coordinate or reach any understanding or agreements, express or implied, which would tend to prevent, restrict, or distort competition or, in any way, impair the ability of other engaged or participating parties to exercise independent judgment regarding matters discussed in GIIN Information or at GIIN Events.

Any breach of these compliance guidelines shall entitle the GIIN to terminate the Agreement between the Parties, without liability for termination charges or any other liability of any kind to the GIIN. You agree to indemnify, defend, and hold harmless the GIIN and its directors, officers, employees, and agents (collectively, “Indemnitees”) from and against any and all liability, damages, loss, or expense (including attorneys’ fees and expenses of litigation, arbitration, or mediation) whether at law or in equity, incurred by or imposed upon any Indemnitee in connection with any third party claims, suits, actions, demands, or judgements resulting from your breach of or failure to comply with any of the obligations set forth above.